/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES./
$5.4M for GEM acquisition, $9M-plus for project asset investments and
business growth; strong institutional investor support; secure financial
OTTAWA, June 23 /CNW Telbec/ - Thermal Energy International Inc.
(TSX-V:TMG) (www.thermalenergy.com) (the "Company" or "Thermal Energy") is
pleased to announce it has closed an oversubscribed brokered private placement
of common shares with gross proceeds of $15,000,000.
"The placement is the largest in the Company's history and was subscribed
to by a number of the most recognized renewable energy and sustainability
focused funds in Toronto, New York and London," said Thermal Energy President
and CEO Tim Angus. "This investment is a tremendously strong endorsement of
Thermal Energy's business strategy, anticipated growth and build-out as a
true, international leader delivering innovative energy and greenhouse gas
"It also gives Thermal Energy a strong institutional investor base of
around 40%, which we see bringing stability and greater value for all
shareholders," said Mr. Angus.
The funds raised enable Thermal Energy to complete its acquisition of
Gardner Energy Management Ltd. ("GEM") in the U.K. with the base payment of
(pnds stlg)2.7 million (approximately $5.4 million CAD). The funding also
provides Thermal Energy:
- A funding base for investment in FLU-ACE(R) and DRY-REX(TM) assets
under THERMAL-AUD(TM) green energy supply contracts such as the
$20 million, eight-year agreement recently announced with a U.S. pulp
and paper mill;
- Strong financial base to support expanded sales and marketing
activities in key industrial and geographic markets;
- Capacity for additional project development and engineering resources
to meet the unprecedented customer demand for the Company's solutions.
The private placement was reserved with the TSX Venture Exchange on
May 10, 2008 for $14 million and was amended due to subscriber interest on
June 11, 2008 to $15 million. The financing consists of an issuance of
68,181,818 common shares of Thermal Energy stock at a price of $0.22
per share. The shares issued in the placement are subject to a hold period of
four months and may not be sold or traded before October 21, 2008 and October
24, 2008, respectively.
The financing was handled by agents Max Capital Markets Ltd., and Jacob
and Company Securities Inc., both headquartered in Toronto. In connection with
the closing of the financing transaction, Thermal Energy is paying the Agents
a fee consisting of 7% of the total gross proceeds raised in the brokered
portion of the offering. In addition to the cash on closing, the Agents also
receive Broker Warrants in the amount of 8 % of the total number of shares
issued in the brokered portion of the offering. These Broker Warrants can be
exercised at the price of $0.22 per share at any time within 24 months from
the closing date.
A total of three (3) insiders participated in the private placement
subscribing to 600,772 common shares which resulted in proceeds of
$132,169.84. A number of employees and family members also participated. The
issuance of the shares to the three insiders is a related party transaction
pursuant to the rules of the TSX Venture Exchange and the Ontario Securities
Commission, and is exempt from the formal valuation and minority approval
requirements of the rules of the TSX Venture Exchange and the Ontario
Securities Commission because it represents less than 25% of Thermal Energy's
market capitalization. The issuance of the shares to the insiders was approved
by the Board of Directors of Thermal Energy as part of their approval of the
private placement. As the insiders are purchasing their shares at the same
price as the other investors in the private placement, the issue price was
negotiated at arm's length between the Agents and Thermal Energy and the
shares purchased by the insiders represent approximately 0.8% of the shares
being issued pursuant to the private placement, Thermal Energy believes that
it is reasonable in the circumstances that the material change report in
respect of the private placement not be filed at least 21 days before the
closing of the private placement.
Subsequent to the closing of the private placement, Thermal Energy will
have 167,957,922 shares outstanding.
NOTE: This press release may contain forward-looking statements relating
to, and among other things, based on management's expectations, estimates
and projections. Such statements including those about the Company's
strategy for growth, product development, market position, expected
expenditures and financial results are forward looking statements. These
statements are not guarantees of future performance and involve a number
of risks, uncertainties and assumptions. Many factors could cause results
to differ materially from those stated. The Company disclaims any
obligation to publicly update or revise any such statements.
This press release does not constitute an offer to sell or a solicitation
of an offer to buy the securities in the United States. The securities
offered have not been registered under the U.S. Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or an application exemption from the registration
About Thermal Energy
Thermal Energy International Inc. is an innovative technology company
providing custom energy and emission reduction, and bioenergy solutions.
Headquartered in Ottawa, Canada, TEI is a designer, design build developer,
fabricator, owner, operator and supplier of proprietary and patented energy
conservation, renewable energy and environmental technology solutions. Thermal
Energy is a fully accredited professional engineering firm, and offers
advanced process and applications engineering services. The Company is a proud
member of the Chicago Climate Exchange (CCX). FLU-ACE(TM), Dry-Rex(TM),
THERMALONOx(TM) and THERMALOZOMAx(TM), THERMAL AUD(TM) are trademarks of
Thermal Energy International. GEM(R) is a trademark used under exclusive
license from Gardner Energy Management Ltd.
For more information about Thermal Energy International Inc.
(TSX-V: TMG), visit our website at www.thermalenergy.com.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information:
For further information: Tim Angus, President and CEO, (613) 723-6776;
Stuart McCarthy, Investor Relations and Communications, (613) 723-6776 x 220,
(613) 762-4321 - cell, email@example.com